EXHIBIT 10.1

                  SEPARATION AGREEMENT AND GENERAL RELEASE

      This Separation Agreement and General Release is entered into by and
between Jerry Rowe and Citizen's Savings Bank and Trust Company,
Inc.(hereinafter "Citizen's Savings Bank and Trust Company") in order to
set out their agreement on the terms and conditions under which the
employment of Jerry Rowe with Citizen's Savings Bank and Trust Company will
end.

The parties agree that:

1.    Jerry Rowe's employment with Citizen's Savings Bank and Trust Company
      will end on his effective date of resignation, February 15, 2003.  It
      is understood that Jerry Rowe will fully perform his job duties until
      February 15, 2003.

2.    Jerry Rowe's Directorship and Officer positions with Citizen's
      Savings Bank and Trust Company and Union Bankshares, Inc. will end on
      his effective date of resignation, February 15, 2003.

3.    Citizen's Savings Bank and Trust Company will pay Jerry Rowe's
      current salary bi-weekly from his effective date of resignation,
      February 15, 2003 through December 31, 2003.  This  includes payment
      for all leaves accrued prior to the effective date of resignation.
      It is agreed that these payments are made in compromise of a disputed
      claim and are adequate consideration for this agreement.

4.    Jerry Rowe will be offered the opportunity to continue his medical
      and dental benefits currently in effect under COBRA.  A separate
      COBRA notice will be sent to Jerry Rowe following his effective date
      of resignation.  If Jerry Rowe elects COBRA coverage, Citizen's
      Savings Bank and Trust Company agrees to pay Jerry Rowe's healthcare
      premium, less current employee contribution, through December 31,
      2003 or until he is eligible for other healthcare coverage, whichever
      shall first occur.  Jerry Rowe understands that he is responsible for
      any premium payments after December 31, 2003.  Jerry Rowe will not
      receive any other insurance or benefits.

5.    For the purposes of this agreement not to compete:

      "competitive area" means the area within a 15 mile radius of
      Citizen's Savings Bank and Trust Company's principal place of
      business on Railroad Street in St. Johnsbury, Vermont together with
      the town of Littleton, New Hampshire; and

      "competitive business" means the banking business in which Citizen's
      Savings Bank and Trust Company is engaged consisting of deposit
      accounts including certificates of deposit and money market accounts,
      mortgage loans, personal loans, commercial loans, automobile loans,
      trust accounts, trusteeships and sales of credit and debit card
      accounts.


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      Jerry Rowe agrees that for a period of one year beginning on February
      15, 2003 he will not personally solicit competitive business for a
      financial institution in the competitive area or cause another person
      to solicit such business.  Jerry Rowe further agrees that for a
      period of one year beginning on February 15, 2003 he will not work
      for a financial institution in an office located within the
      competitive area.

6.    It is understood that Jerry Rowe will tell others only that he is
      resigning from his employment with Citizen's Savings Bank and Trust
      Company of his own volition and choice so that he may pursue other
      interests.  Jerry Rowe also agrees not to disparage Citizen's Savings
      Bank and Trust Company, Union Bank and/or Union Bankshares, Inc., its
      Directors, Officers, Shareholders or employees.

7.    Jerry Rowe agrees to provide prompt responses to particularized
      questions and requests for information relating to his management of
      the Citizen's Savings Bank and Trust Company at reasonable times and
      places until December 31, 2003 but for not more than 5 hours per
      week.

8.    In exchange for the actions to be taken by Citizen's Savings Bank and
      Trust Company, set out above, Jerry Rowe agrees to the following
      general release:

      a.    Jerry Rowe for himself, his successors, administrators, heirs
            and assigns, hereby agrees to release, waive and forever
            discharge Citizen's Savings Bank and Trust Company, Union Bank
            and Union Bankshares, Inc., any affiliated company or
            subsidiary, their predecessors, successors, affiliates,
            assigns, shareholders, directors, officers, agents, employees
            and/or representatives, whether past, or present or future
            (hereinafter "the Released Parties"), from any and all actions,
            suits, debts, demands, damages, claims, judgments, or
            liabilities, including costs and attorneys' fees, whether known
            or unknown, arising out of his employment by Citizen's Savings
            Bank and Trust Company including, but not limited to, all
            claims based on the Age Discrimination in Employment Act of
            1967, as amended, 29 U.S.C.A. Section 621.

      b.    Further, except where prohibited by law, Jerry Rowe agrees that
            he will not file any statutory, civil or administrative claim,
            action, complaint, or grievance or charge of any kind against
            the Released Parties, relating to the separation of employment.
            If Jerry Rowe asserts such a claim, relating to the separation
            of employment, Citizen's Savings Bank and Trust Company, Union
            Bank, and/or Union Bankshares, Inc., shall be entitled to cease
            making any payments under this Agreement.  Jerry Rowe further
            understands that, if, after having signed this Agreement, Jerry
            Rowe files or causes to be filed, any lawsuit, charge,
            complaint, grievance, or claim, relating to the separation of


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            employment, including but not limited to, a claim for
            unemployment compensation or administrative action asserting
            any claim or demand which is within the scope of this
            Agreement, then Citizen's Savings Bank and Trust Company, Union
            Bank, and/or Union Bankshares, Inc. shall retain all rights and
            benefits of this Agreement, and Citizen's Savings Bank and
            Trust Company, Union Bank, and/or Union Bankshares, Inc. may
            recoup the value of all payments and benefits paid pursuant to
            this Agreement, whether or not the claim made by Jerry Rowe, or
            on Jerry Rowe's behalf is valid.

9.    Jerry Rowe has consulted with an attorney of his choosing about the
      separation of his employment for more than 21 days prior to executing
      this Agreement.

10.   Jerry Rowe has expressly been given the opportunity to be provided as
      much as twenty-one (21) days within which to consider whether he
      would sign this agreement.  Jerry Rowe understands that his decision
      to execute the Agreement in fewer than 21 days has been made by him
      after having the opportunity of consulting with an attorney and with
      the express understanding that he has been given and has freely and
      voluntarily declined the opportunity to consider the agreement for a
      full 21 days.

11.   Jerry Rowe may revoke this Agreement within seven (7) days after it
      is executed by giving written notice to Citizen's Savings Bank and
      Trust Company's attorney Anthony B. Lamb, Esq. at the following
      address: Lamb & Desautels, PC, 305 St. Paul Street, Burlington, VT
      05401.   This Agreement shall not become effective until such
      revocation period has expired.

12.   Jerry Rowe agrees to keep the terms of this Settlement Agreement and
      General Release confidential and will not disclose the sums paid as
      consideration to any person, persons or organization other than to
      his attorney, his spouse, or his accountant or tax advisor and then
      only to the extent necessary to prepare federal, state or local tax
      returns or other documents required by law to be filed.

13.   This Agreement contains the entire understanding between Jerry Rowe
      and Citizen's Savings Bank and Trust Company,  relating to the
      subject matter of his separation and Jerry Rowe agrees that Citizen's
      Savings Bank and Trust Company, Union Bank, and/or Union Bankshares,
      Inc., has not made any oral or written promises to Jerry Rowe that
      are not fully or accurately set forth in this Agreement.

14.   The provisions of this Agreement shall be construed in accordance
      with the internal laws of the State of Vermont.


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15.   In the event that any paragraph, subparagraph or provision of this
      Agreement shall be determined to be partially contrary to governing
      law or otherwise partially enforceable, the paragraph, subparagraph,
      or provision and this Agreement shall be enforced to the maximum
      extent permitted by law, and if any paragraph, subparagraph, or
      provision of this Agreement shall be determined to be totally
      contrary to governing law or otherwise totally unenforceable, the
      paragraph, subparagraph, or provision shall be severed and
      disregarded and the remainder of this Agreement shall be enforced to
      the maximum extent permitted by law.

16.   The parties acknowledge by signing this Agreement that they have read
      and understand this document, that they have conferred with or had
      opportunity to confer with an attorney regarding the terms and
      meaning of this Agreement, that they have had sufficient time to
      consider the terms provided for in this Agreement, that no
      representation or inducements have been made to them except as set
      forth herein, and that they have signed the same KNOWINGLY AND
      VOLUNTARILY.

17.   This Agreement may not be modified, altered or changed except upon
      written consent of both parties.


                (REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)


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PLEASE READ THIS AGREEMNT CAREFULLY.  This Separation Agreement and General
Release includes releases of known and unknown claims.


Date Received by Jerry Rowe:  January 31, 2003


Date Executed:  January 31, 2003               /s/ Jerry Rowe
                                               ----------------------------
                                               Jerry Rowe


Date Executed:  February 3, 2003               The Citizen's Savings Bank
                                                and Trust Company, Inc.

                                               By:  /s/ Kenneth D. Gibbons
                                               ----------------------------
                                               Kenneth D. Gibbons,
                                               authorized agent


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